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Registered number: 07811317
UNRULY HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
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UNRULY HOLDINGS LIMITED
COMPANY INFORMATION
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A Suprasky (appointed 4 January 2020)
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R Brooks (resigned 4 January 2020)
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P Druker (appointed 4 January 2020, resigned 4 January 2020)
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M Frons (resigned 4 January 2020)
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S Giancola (resigned 4 January 2020)
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N Johnston (resigned 4 January 2020)
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M Miller (resigned 4 January 2020)
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C Van Tassell (resigned 4 January 2020)
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S Niri (appointed 17 June 2021)
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O Druker (appointed 4 January 2020, resigned 17 June 2021)
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Chartered Accountants & Statutory Auditor
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UNRULY HOLDINGS LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Financial Position
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Statement of Changes in Equity
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Notes to the Financial Statements
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UNRULY HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
The directors present their strategic report and the audited financial statements of the Company for the 18 months ended 31 December 2020.
The principal activity of the Company is a holding company and office lessor to its UK subsidiary. The Company and its subsidiaries ("the Group") is a global digital video advertising marketplace specialising in digital and social video advertising (and video distribution). The Group is a globally-scaled, brand-safe video business that leverages a combination of proprietary technology and data. The Group's main activity involves the distribution of video advertising by connecting advertisers' videos to premium publisher websites via its sell side programmatic video platform.
In addition, during the period the Company was purchased by Tremor International Limited.
Principal risks and uncertainties
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Market risk
The video advertising market is heavily dependent upon the macro-economic environment, as advertising spend correlates to confidence in economy and the market is highly competitive. The Company addresses its risk through continuing to invest in its proprietary technology platform which differentiates its product offering from its competitors, through enhancing its product offering through insight and data driven products, and though hiring of key talent who have an indepth understanding of their local markets.
Currency risk
The Company is exposed to translation and transaction foreign exchange risk. The Company has a number of economic hedges in place through the receipt of intercompany funding and payment of costs in foreign currencies and will reconsider the appropriateness of this policy should the operations change in size or nature. The Company does not use a derivative financial instrument to manage the risk of fluctuating exchange rates, so no hedge accounting is applied.
Credit risk
The Company's credit risk is primarily attributable to trade debtors. Credit risk is managed by running credit checks on new customers, monitoring payments against contractual arrangements and in certain instances asking for customers for prepayments.
Cashflow risk
The Company monitors cash flow as part of its day to day control procedures and ensure that funds are available to meet its short and medium term financial commitments. The majority of the Company's key customers are large global brands and their agencies, which tend to work to standard payment terms of 60 days or more. The Company sees maintaining good supplier relationships as key to its continued success and the average supplier payments terms are 45 days. If required, in order to finance this working capital difference, the Company receives support from its intermediate parent company, Tremor International Limited.
Financial key performance indicators
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Result for the period ended 31 December 20 have shown that:
Current assets have increased by 35%.
Net assets have increase by 1,052%.
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UNRULY HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
The Company intends to continue to invest in Unruly brand to support Tremor International Group.
Directors' statement of compliance with duty to promote the success of the Company
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As the Board of Unruly Holdings Limited, we have a legal responsibility under section 172 of the Companies Act 2006 to act in the way we consider, in good faith, would be most likely to promote the Company’s success for the benefit of its members as a whole and to have regard to the long-term effect of our decisions on the Company and its stakeholders. We have determined various thresholds to identify matters requiring Board consideration and approval. This statement outlines the ways in which we as a Board address this responsibility.
Promoting the Company’s success for its members
The Company was acquired by Tremor International Limited (Tremor International) in January 2020, a publicly traded company. Tremor International is a collection of advertising technology brands including Unruly and Tremor Video (Tremor Group). Our end-to-end, video-first platform facilitates and optimizes engaging advertising campaigns for brands, media groups and content creators worldwide — enabling powerful partnerships and delivering meaningful results. The Tremor Group aims to unite creativity, data and technology cross the open internet.
A leader in connected television and video, Tremor Group’s footprint is expanding across the industry’s fastest-growing segments, driven by a global team of seasoned technologists and digital natives. Our brands bring together an end-to-end platform to enable powerful partnerships and deliver results across the advertising ecosystem. Our Company has consistently and relentlessly provided employment, training and financial reward for its owners and employees. We aim to be a leading provider of advertising technology services.
Engaging with stakeholders
Our key stakeholders, and the ways in which we engage with them, are as follows:
Our employees
Recruitment and retention of our employees is a critical business activity. We help to engage with our team members by:
∙Setting remuneration as a combination of market-level base salaries and internal benchmarking including annual performance and compensation reviews;
∙Providing training and career development support;
∙Enrolling key and highly performing staff into our share ownership scheme;
∙Providing communication on business updates to all employees from leadership;
∙Involvement in community and diversity initiatives in local markets; and
∙Creating a positive culture via our company values and local employee activities.
Our customers and suppliers
Our Company is driven by enabling powerful partnerships and deliver results across the advertising ecosystem. Our clients value our expertise in creating value with an emphasis on creativity, which is at the core of every decision we make.
We have built and maintain a reputation for excellence in our interactions with clients and suppliers.
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UNRULY HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
Our community
We are a Company with great interest in the community in which we have invested through our various not-for-profit charity donations over the years as well as community-focused initiatives.
We are proud of our donation(s) to the NAACP Legal Defense and Educational Fund and our participation in many local initiatives such as partnerships with schools in our local communities, charity walks, and other community enhancement projects.
This report was approved by the board and signed on its behalf.
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UNRULY HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
The directors present their report and the financial statements for the 18 month period ended 31 December 2020.
Directors' responsibilities statement
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The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the audited financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' ("FRS 102"). Under company law the directors must not approve the audited financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the 18 month period, after taxation, amounted to £430 thousand (for the year ended 30 June 2019 - £94 thousand).
The directors who served during the 18 month period were:
A Suprasky (appointed 4 January 2020)
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R Brooks (resigned 4 January 2020)
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P Druker (appointed 4 January 2020, resigned 4 January 2020)
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M Frons (resigned 4 January 2020)
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S Giancola (resigned 4 January 2020)
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N Johnston (resigned 4 January 2020)
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M Miller (resigned 4 January 2020)
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C Van Tassell (resigned 4 January 2020)
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O Druker (appointed 4 January 2020, resigned 17 June 2021)
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UNRULY HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
Streamlined Energy and Carbon Reporting
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As a low engergy user, the Company is not required to make detailed disclosures of energy and carbon information.
The Company intends to continue to invest in Unruly brand to support Tremor International Group.
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
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There have been no significant events affecting the Company since the period end.
During the period, Ernst & Young LLP resigned as auditors for Unruly Group Limited and Berg Kaprow Lewis LLP were appointed in their stead.
Also during the period, Berg Kaprow Lewis LLP acted as auditor to the Company until 31 March 2022. On 31 March 2022, Berg Kaprow Lewis LLP transferred its audit business to a new LLP, BKL Audit LLP. The directors consented to treating the appointment of Berg Kaprow Lewis LLP as extending to BKL Audit LLP with effect from 1 April 2022.
Under section 487(2) of the Companies Act 2006, BKL Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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UNRULY HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNRULY HOLDINGS LIMITED
We have audited the financial statements of Unruly Holdings Limited (the 'Company') for the 18 month period ended 31 December 2020, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 31 December 2020 and of its loss for the 18 month period then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
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We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
∙the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
∙the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.
The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material
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UNRULY HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNRULY HOLDINGS LIMITED (CONTINUED)
misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial 18 month period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors' remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
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As explained more fully in the Directors' Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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UNRULY HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNRULY HOLDINGS LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs (UK), we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
∙Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However, future events or conditions may cause the Company to cease to continue as a going concern.
∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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UNRULY HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF UNRULY HOLDINGS LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Ian Saunderson FCA (Senior Statutory Auditor)
for and on behalf of
BKL Audit LLP
Chartered Accountants
Statutory Auditor
London
22 April 2022
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UNRULY HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
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18 months ended 31 December 2020
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Amounts written off investments
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Loss for the financial 18 month period
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Reserves gained on intragroup transfer of assets
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Other comprehensive income for the 18 month period
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Total comprehensive income for the 18 month period
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There were no recognised gains and losses for 2020 or 2019 other than those included in the statement of comprehensive income.
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The notes on pages 13 to 25 form part of these financial statements.
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UNRULY HOLDINGS LIMITED
REGISTERED NUMBER: 07811317
STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2020
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf on 22 April 2022.
The notes on pages 13 to 25 form part of these financial statements.
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UNRULY HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
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Total comprehensive income for the year
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Loss for the 18 month period
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Reserves gained on intragroup transfer of assets
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Total comprehensive income for the 18 month period
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Shares issued during the 18 month period
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The notes on pages 13 to 25 form part of these financial statements.
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UNRULY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
Unruly Holdings Limited ("the Company") is a private company limited by shares and is incorporated in England and Wales.
The principal activity of the Company is a holding company and office lessor to its UK subsidiary. The Company and its subsidiaries ("the Group") is a global digital video advertising marketplace specialising in digital and social video advertising (and video distribution). The Group is a globally-scaled, brand-safe video business that leverages a combination of proprietary technology and data. The Group's main activity involves the distribution of video advertising by connecting advertisers' videos to premium publisher websites via its sell side programmatic video platform.
The registered office is Labs Hogarth House, 136 High Holborn, London, WC1V 6PX.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102 ("FRS 102"), the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
Under Section 401 of the Companies Act 2006 the Company is exempt from the requirement to prepare and deliver group financial statements since it is a wholly owned subsidiary of Tremor International Limited which is incorporated in Israel and prepares consolidated financial statements. Accordingly, these financial statements present information about the Company as an individual undertaking and not about its group.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Tremor International Ltd as at 31 December 2020 and these financial statements may be obtained from 82 Yigal Alon St. 13th Floor, Tel-Aviv, 6789124, Israel.
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UNRULY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
2.Accounting policies (continued)
The directors have prepared the financial statements on a going concern basis which assumes the Company will be able to pay its as they fall due and beyond the 12 months from the date of the approval of these financial statements.
Whilst the Company itself does not trade, it generates revenue by recharging rent for the office space occupied by its subsidiary. The Company made a loss of £430 thousand during the period, and as at the Statement of Financial Position date had net assets of £270,168 thousand. The Company is reliant on the ongoing support of its parent entity which the directors reasonably expect will continue, alongside the future cash and profit generation forecast for the group, being the Company and its subsidiaries (see note 9).
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is GBP.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.
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Operating leases: the Company as lessor
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Rental income from operating leases is credited to the Statement of Comprehensive Income on a straight line basis over the lease term.
Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight line basis.
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Operating leases: the Company as lessee
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Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term.
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UNRULY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
2.Accounting policies (continued)
Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised due to uncertainty over future profits. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
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Provisions for liabilities
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Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.
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UNRULY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
2.Accounting policies (continued)
The Company only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans to and from related parties, and investments in non-puttable ordinary shares.
(i) Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in the Statement of Comprehensive Income.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors, accruals and amounts due to related companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
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UNRULY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The following judgements (apart from those involving estimates) has had a significant effect on amounts recognised in the financial statements.
Impairment of investments
Determining whether investments are impaired requires an estimation of the value in use of the subsidiary company to which the investment has been allocated versus an estimation of the market value on sale less cost to sell. Key areas of judgement in the value in use calculation include the estimation of the future growth rate of the sales. The impairment recognised for the 18 month period ended 31 December 2020 was £480,782 (year ended 30 July 2019 - £63,653). See note 9 for the net book value of the investments and accounting policy 2.8 for the method of valuation.
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The operating profit/(loss) is stated after charging:
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18 months ended 31 December 2020
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Other operating lease rentals
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UNRULY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
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18 months ended 31 December 2020
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Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements
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The Company has taken advantage of the exemption not to disclose amounts paid for non audit services as these are disclosed in the group accounts of the parent Company.
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Auditors' remuneration is borne by another group undertaking.
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The average monthly number of employees, including the directors, during the 18 month period was as follows:
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18 months ended 31 December 2020
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Current tax on profits for the year
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UNRULY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
8.Taxation (continued)
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Factors affecting tax charge for the 18 month period/year
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The tax assessed for the 18 month period/year is higher than (2019 - higher than) the standard rate of corporation tax in the UK of 19% (2019 - 19%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2019 - 19%)
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Short term timing difference leading to an increase (decrease) in taxation
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Total tax charge for the 18 month period/year
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Factors that may affect future tax charges
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The UK Government announced its intention to increase the rate of UK corporation tax rate from 19% to 25% with effect from 1 April 2023. The increase in the rate of UK corporation tax was enacted in the Finance Act 2021 which received the Royal Assent on 10 June 2021.
The Company has not recognised a deferred tax asset in respect of excess management charges totalling approximately £182 thousand, based on estimates, due to the uncertainty on when these will be utilised.
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UNRULY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
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Investments in subsidiary companies
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UNRULY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
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The following were subsidiary undertakings of the Company:
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Advertising and media services
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Advertising and media services
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Advertising and media services
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Advertising and media services
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Advertising and media services
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Advertising and media services
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Unruly Media Pty Limited*
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Advertising and media services
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Advertising and media services
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UNmedia Video Distribution Sdn Bhd*
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Advertising and media services
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RhythmOne (US) Holding Inc^
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Advertising and media services
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Advertising and media services
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Advertising and media services
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Perk.com Software Pvt. Ltd*^
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Advertising and media services
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Advertising and media services
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Advertising and media services
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RadiumOne Netherlands B.V.*^
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Advertising and media services
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Advertising and media services
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Advertising and media services
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Advertising and media services
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RadiumOne Singapore Pte Ltd*^
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Advertising and media services
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Advertising and media services
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Advertising and media services
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Advertising and media services
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Advertising and media services
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UNRULY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
Subsidiary undertakings (continued)
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Unruly Group US Holding Inc*^
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Advertising and media services
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Advertising and media services
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YuMe Advertising (China) Co. Ltd*^
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Advertising and media services
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Advertising and media services
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YuMe Digital Advertising Mexico S De RL De CV*^
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Advertising and media services
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Advertising and media services
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Advertising and media services
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Advertising and media services
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Advertising and media services
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Advertising and media services
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Advertising and media services
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*Held by subsidiary undertaking.
^Subsidiaries transferred from a fellow subisidiary of Tremor International Ltd.
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed to the Company by group undertakings are interest free and repayable on demand.
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UNRULY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Amounts owed by the Company to group undertakings are interest free and repayable on demand.
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At 1 July 2019 (as previously stated)
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At 1 July 2019 (as restated)
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Charged to profit or loss
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Allotted, called up and fully paid
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326,510,454 (2019 - 82,969,707) Ordinary shares of £0.00001 each
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On 19 December 2019, 243,549,746 Ordinary shares of £0.00001 were issued for £17,223,000.
On 3 January 2020, 1 Ordinary share of £0.0001 was issued for £200,000.
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UNRULY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
Share premium account
Comprises consideration received in respect of share issues, in excess of their nominal value.
Capital reserve
Arises from the transfer during the period of investments in subsidiaries for no consideration from a fellow subsidiary of Tremor International Ltd.
Profit and loss account
Comprises accumulated profits and losses.
A prior year adjustment has been made to account for the operating lease costs in relation to a lease held by the Company. Previously these costs were recognised in the financial statements of the subsidiary, Unruly Group Limited, as this is the entity utilising the office space. The directors consider this treatment more accurately reflects the legal obligation borne by the Company.
The impact on the financial statements is an increase in administration expenses previously reported of £1,284,836 and a corresponding increase in other operating income by the same amount to represent the recharge to Unruly Group Limited. A prior year adjustment was also recognised for a dilapidation's provision of £406,250, relating to this operating lease, which has been recharged to the subsidiary, Unruly Group Limited by this amount. The result of all of the above adjustments is a £Nil impact to profits and net assets as previously reported.
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Commitments under operating leases
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At 31 December 2020 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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The amount of non-cancellable operating lease payments recognised as an expense during the period was £1,336,370 (2019: £915,108). These are recharged to their subsidiary, Unruly Group Limited.
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UNRULY HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE 18 MONTH PERIOD ENDED 31 DECEMBER 2020
|
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Related party transactions
|
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As a wholly owned subsidiary undertaking of Tremor International Ltd whose financial statements are publicly available, the Company has taken advantage of the exemption in FRS 102 Section 33 'Related Party Disclosures' not to disclose the transactions with other wholly owned members of the group headed by Tremor International Ltd.
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The Company's ultimate parent is Tremor International Ltd, a company incorporated in Israel. Tremor International Limited has no ultimate controlling party.
The smallest and largest group in which the results of the Company are consolidated is that headed by Tremor International Ltd, whose principal place of business is at 82 Yigal Alon St. 13th Floor, Tel-Aviv, 6789124, Israel.
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